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RESOLUTION 85-17974 RESOLUTION NO. 85-17974 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND ADOPTING A STANDARD FORM OF LOAN AGREEMENT TO BE USED FOR THE MULTI-UNIT REHABILITATION PROGRAM. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: WHEREAS, a Standard Form of Loan Agreement was passed and adopted by the City Commission on November 18, 1981; and WHEREAS, it has become necessary to revise the form in order to incorporate changes in the program's regulations as well as new banking procedures; and WHEREAS, the City Administration has revised the form and recommended its approval and adoption; NOW THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Standard Form of Loan Agreement for the Multi-Unit Rehabilitation Program, as revised, is hereby approved and adopted. PASSED AND ADOPTED THIS 23rd DAY OF January 1985. 1110 V E MAYOR ATTEST: CITY LE K ,.ter APPROVED LEGPL DEPT. ‘11 By Date MULTI-UNIT RESIDENTIAL REHABILITATION LOAN AGREEMENT THIS AGREEMENT entered into this day of 1985, by and between with its principal office at hereinafter referred to as "Mortgagee," and whose address is hereinafter referred to as "Mortgagor" who as the legal owner of the property at more particularly described as the Lot , Block Subdivision; plat book , page , Dade County, Florida hereinafter referred to as "Project," and the City of Miami Beach, a Florida municipal corporation, having its principal office at 1700 Convention Center Drive, Miami Beach, Florida for itself and as agent for the U.S. Department of Housing and Urban Development, hereinafter called "City": WITNESSETH : WHEREAS, the City has established a Multi-Unit Residential Rehabilitation Program, hereinafter referred to as "Program," designed to provide financial and technical assistance to property owners of deteriorated and substandard multi-unit residential structures within the City of Miami Beach, Florida, for the purpose of rehabilitating said structures; and WHEREAS, the policies of said program are set forth in the Policy Handbook for the Multi-Unit Residential Rehabilitation Program hereinafter referred to as "Handbook", adopted by the City Commission on November 18, 1981, and in the Program Descriptions submitted to the U.S. Department of Housing and Urban Development under the Rental Rehabilitation Program, as they may be amended from time to time, are deemed as being incorporated by reference and made a part of this Agreement; and WHEREAS, the City Commission of the City of Miami Beach, Florida, by Resolution No. 80-16373 on the third day of September, 1980, adopted Property Rehabilitation Standards; and WHEREAS, in order to provide as much money as possible to support the Program, City has requested Mortgagee to make loans on projects that qualify for the Program; and -1- WHEREAS, Mortgagor as the legal owner of the Project described above has agreed to rehabilitate said Project in accordance with the Program; and WHEREAS, Mortgagee has agreed to make a loan to Mortgagor pursuant to said Program; and WHEREAS, it is acknowledged and agreed that funds utilized for payment to the Mortgagee on behalf of the Mortgagor derive from Community Development Block Grant funds/Rental Rehabilitation funds appropriated to the City by the U.S. Department of Housing and Urban Development under the Housing and Community Development Act, as amended from time to time, and the Housing and Urban-Rural Recovery Act of 1983, as amended from time to time, for the uses and purposes herein referred to and accordingly it is acknowledged and agreed this Agreement is entered into after compliance by the parties with: (1) Section 3 of the Housing and Urban Development Act of 1968 as amended (12 U.S.C. 170u) as more fully recited on Attachment A attached to this Agreement and made a part thereof; (2) The Equal Employment Opportunity Requirements for contracts not subject to Executive Order 11246 as more fully set forth in Attachment A; (3) All applicable provisions of Federal, State and local laws, statutes, rules and regulations as they may apply to this Contract which certain of said regulations are incorporated herein as more fully set forth in Attachment A. NOW, THEREFORE, in consideration of the mutual promises contained herein and in consideration of the monies which are being deposited by City with Mortgagee, the receipt and sufficiency of which consideration is hereby acknowledged by the parties, the parties do agree as follows: (1) Any amendments, alterations, variations, additional work, modifications or waivers of provisions of Agreement will only be valid when they have been reduced to writing and duly signed by the parties. -2- (2) Mortgagee or Mortgagor shall not assign any interest of this Agreement and will not transfer any interest in the same without the prior written consent of City Manager thereto. In the event a mortgagor is a corporation, limited partnership or other business entity a transfer of more than ten (10%) percent ownership interest in its' stock by pledge, sale or otherwise; or if the Mortgagor makes an assignment for the benefit of its' creditors or uses this loan agreement as security or collateral for any loan besides the loan, involved herein; or if the mortgagor is involved in a bulk transfer of its' business then in that event each of the foregoing actions will be deemed an assignment of this agreement and require the prior written consent of the City Manager. In the event a Mortgagor is a trust, which includes without limitation a land trust and a trust company, any change in the person or entity whom is the trustee or any change in the heirs or beneficiaries of such trust shall be deemed an assignment under this section and require the prior written consent of the City Manager. Regardless of the type of entity the Mortgagor is defined to be, a merger, dissolution, consolidation, conversion, liquidation, or appointment of a receivership for such Mortgagor shall each be deemed an assignment of this agreement and will require the prior written consent of the City Manager. (3) It is understood and agreed by and between the parties hereto that Handbook, as it may be amended, represents the scope of services and responsibilities of the parties under Program and said parties agree to abide by and comply with roles and responsibilities of the Handbook as set forth therein. (4) City shall have the sole responsibility and obligation of interpreting the intent and purpose of the Program, exclusive of the rights and responsibilities of Mortgagee as set forth in Mortgagee's Loan Application and established loan processing procedures. (5) It is agreed and understood by parties hereto that the Handbook may be amended from time to time by the City. (6) It is understood that the Mortgagor agrees to comply with all provisions of the Handbook including Chapter V, Terms and Conditions Under Which Interest Subsidy Rehabilitation Loans May Be Made and specifically Item No. 6, Points of -3- Agreement; said Handbook having been incorporated by reference herein and made part of this agreement. (7) It is understood and agreed by the parties hereto that failure by the Mortgagor to comply with Chapter V, Item 6 of Handbook shall constitute a default under Program and City shall have remedy against Mortgagor as set forth in Chapter XI, Defaults, of Handbook. (8) It is understood and agreed by the Mortgagor that during an initial term following rehabilitation, a minimum of units ( %) will be occupied by low and moderate income persons at affordable rents. Affordable rent means that the sum of the utility payments (except telephone) and the rent payable monthly by the tenant to the owner, is no more that 30% of the monthly income of the tenant. (9) It is understood and agreed by and between the parties that none of the obligations of the City assumed or created hereunder shall be general obligations of the City and none of the same shall be enforceable against the City generally. Any and all obligations, liabilities and commitments of the City of Miami Beach shall only be for the interest subsidy payment of $ specified herein. Once this interest subsidy payment is expended by the mortgagee according to the procedures set forth in section 11 herein, the City shall be automatically discharged from any and all obligations, liabilities and commitments hereunder to the Mortgagor, Mortgagee or any third person or entity providing, however, that this subsection shall not excuse the continued compliance by the Mortgagor with the terms of this agreement and the federal program requirements. The Mortgagor and the Mortgagee for consideration of one ($1.00) dollar, and other good, valuable, separate and distinct consideration, receipt of which is hereby acknowledged, hereby save and hold harmless, indemnify and protect the City, its' officers and employees from any and all such obligations, liabilities, commitments, actions, claims, causes of action, suits or demands. (10) It is understood and agreed that Mortgagee shall record this Agreement as part of the mortgage and promissory note on subject project with the Clerk of the County Court, Dade County, Florida and shall furnish the City with certified copies of -4- these recorded instruments within sixty (60) days after the closing date. (11) In consideration for the performance of Mortgagor and Mortgagee of the roles and responsibilities set forth in this Agreement, the City agrees to pay to Mortgagee on behalf of Mortgagor, the agreeable sum of ( ) as an interest subsidy payment. Said payment represents an agreeable amount determined necessary by Mortgagor and Mortgagee to reduce the effective interest rate ("loan rate") on the mortgage loan in the amount of to be made to Mortgagor by Mortgagee, to percent ( %) per annum ("subsidized rate"). Alternatively, a variable loan rate will be established by the lender, adjustable on a period, as follows: The initial loan rate for this loan agreement shall be % per annum. Loan rate adjustments over the life of this loan shall not exceed percentage points above the initial loan rate established above. The loan rate adjustments occurring on a period shall not exceed percentage points over the prior period's loan rate. The Mortgagee shall provide to the City, within 30 days of the close of each period, a signed statement from a duly authorized officer detailing the prior period's loan rate adjustments, and an accounting of the subsidy payment expenditures and reserves. (12) Alternatively, if this Loan Agreement pertains to a Rental Rehabilitation Program, then in that event there shall be an interest subsidy payment made periodically, by the City to the Mortgagee, as follows: On the 10th day of each (quarter/month), a payment equivalent to per cent ( %) of the rehabilitation work completed in the previous period, as certified by the mortgagor and a responsible officer of the mortgagee. The remaining (final) percent ( %) of the interest subsidy payment shall be paid days after completion, approval and acceptance of the rehabilitation work by all the governmental agencies and authorities having jurisdiction over the project. No interest shall accrue or be payable upon the deferred amounts of the interest subsidy payments. (13) Upon the expiration, lapse or default of this loan agreement, whichever occurs -5- first, the Mortgagee shall remit, within thirty (30) days of a written request by the City, any unearned prepaid interest subsidy payment amount. (14) Upon default in payment, the Mortgagor waives notice, presentment and/or demand of default. (15) The funds provided by the interest subsidy payment under the provisions of this agreement, shall be used to rehabilitate the property into a unit apartment building to be done in accordance with the application filed by the Mortgagor with the City, as such application was approved under the Program. (16) Rehabilitation of Project shall be done in accordance with Property Rehabilitation Standards adopted by the City of Miami Beach City Commission on September 3, 1980, by Commission Resolution Number 80-16373, said Standards being incorporated by reference and made a part of this Agreement, and on file in the Office of the Director of Community Development at 1700 Convention Center Drive, Miami Beach, Dade County, Florida. (17) In the event this interest subsidy is funded by the Rental Rehabilitation Program as set forth herein it is understood and agreed by the Mortgagor not to convert the units in the project to condominium ownership for at least 10 years beginning on the date on which the rehabilitation of the units in the project is completed. Any violation of this requirement may result, at City's option, in the entire amount of the interest subsidy payment, indicated in Section 11 of this Agreement, to be returned to the City. (18) For purposes of this agreement and the documents referenced or incorporated with it, a default shall mean, without limitation, to include the following acts or events: (a) Mortgagor's failure to diligently and timely complete the project in months. (b) Failure to comply with applicable building, fire, life safety, housing and zoning laws, rules, regulations and codes. (c) Failure to correct defaults within a reasonable time, which shall be defined to mean full cure and correction of defaults in 90 or less days from the -6- mailing of such notice of default by the mortgagor (or other defaulting party). (d) Insolvency or bankruptcy of the mortgagor. (e) Failure to maintain the required insurance by the City and/or the Mortgagee. (f) Failure to correct defects within a reasonable time as reasonable time is defined in Section 18 (c) herein. (g) A breach of this agreement or of the terms and conditions of the handbook or program descriptions and applicable laws, rules and regulations pertaining thereto which are referenced by this agreement. (h) Claims made by others against the mortgagor for unpaid labor and materials under this agreement. (19) In the event of a default, the City may, ninety (90) days after mailing to the mortgagor a notice of such default as set forth herein automatically cancel and terminate this agreement without liability to any party to this agreement. If the default complained of is not fully and satisfactorily cured within ninety (90) days of the City mailing notice of such default to the mortgagor, at the expiration of said ninety (90) day period this agreement may, at the City's sole option and discretion, be deemed automatically cancelled and terminated and the City fully discharged from any and all liabilities, duties and terms arising out of or accruing by virtue of this agreement and this project. (20) In the event of a default, the City shall additionally be entitled to bring any and all legal and/or equitable actions which it deems to be in its best interest in Dade County, Florida, in order to enforce the City's rights and remedies against the defaulting party. The City shall be entitled to recover all costs of such actions including a reasonable attorney's fee. To the extent allowed by law, the defaulting party waives its right to jury trial and its right to bring permissive counterclaims against the City in any such action. (21) The Mortgagor shall deliver to the City, within 30 days of the end of each calendar year, a signed notarized report in form and substance acceptable to the City, to include names of tenants, unit type, rents charged, and occupancy factor of each unit for that year. -7- IN WITNESS WHEREOF, the City has caused this Agreement to be executed by its duly authorized officer(s), Mortgagee has caused this Agreement to be executed by its duly authorized officers, and Mortgagor has caused this Agreement to be executed the day and year first above written. THE PARTIES HERETO STATE THAT THEY HAVE CAREFULLY READ THE FOREGOING AGREEMENT, THE CITY OF MIAMI BEACH HANDBOOK FOR THE MULTI-UNIT RESIDENTIAL REHABILITATION PROGRAM, THE PROGRAM DESCRIPTIONS FOR THE RENTAL REHABILITATION PROGRAM AND THE CITY OF MIAMI BEACH PROPERTY REHABILITATION STANDARDS AND KNOW THE CONTENTS THEREOF AND FULLY REALIZE THEIR MEANING AND SIGN THIS AGREEMENT AS THEIR OWN FREE ACT. MORTGAGOR MORTGAGEE By President or Authorized Officer Sworn to and subscribed before me this day of , 1985. Notary Public State of Florida at large My Commission expires: Attest: CITY OF MIAMI BEACH By: City Clerk Mayor FARM APPROVED LEGAL DEPT. -8- Date /76 5/5 ATTACHMENT "A" OTHER FEDERAL REGULATIONS As the City of Miami Beach is providing this funding through either Community Development Block Grant funds, or Rental Rehabilitation funds, all parties agree to comply with the following Federal regulations as they apply. The regulations are incorporated herein by reference. Section 109 of the Housing and Community Development Act of 1974, as amended Housing and Urban-Rural Recovery Act of 1983, Public Law No. 98-181 Section 3, Housing and Urban Development Act of 1968, as amended, 24 CFR 135.20 (b): Equal Employment Opportunities for Business and Lower Income Persons Executive Order 11375: Nondiscrimination in Employment in Federally Assisted Construction Contracts Title VI of the Civil Rights Act of 1964, nondiscrimination in Federally Assisted Programs Architectural Barriers Act of 1970 Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 793) Section 402 of the Vietnam Era Veterans Readjustment Act of 1974 (38 U.S.C. 2012) Title VII of the Civil Rights Act Title VIII of the Civil Rights Act of 1968, Fair Housing Executive Order 11063 Equal Opportunity in Housing, as amended by Executive Order 12259 Federal Labor Standards Provision 24 CFR Part 570, sub-part K Clean Air Act, as amended, 42 U.S.C. 1857 et. seq. Federal Water Pollution Control Act, as amended 33 U.S.C. 1241 et seq. Executive Order 11288: Prevention, Control and Abatement of Water Pollution Flood Disaster Protection Act of 1973 (P.L. 93-234) (Sec. 102 A) Executive Order 11296: Evaluation of Flood Hazards Regulation of Environmental Protection Agency, 40 CFR Part 1500 HUD Lead-Based Paint Regulations, 24 CFR Part 35, subpart B -9- Federal Management Circular No. A-87 "Cost Principles Applicable to Grants and Contracts with State and Local Governments" Office of Management and Budget, Circular No. A-102 revised, "Uniform Administration Requirements for Grant-in-Aid to State and Local Governments", A-110 and A-122 The Preservation of Archeological and Historical Data Act of 1966 (16 U.S.C. 470) Executive Order 11593: Protection and Enhancement of the Cultural Environment Hatch Act The Energy Policy and Conservation Act (P.L. 94-163) Executive Order 11988 relating to Flood Hazards ADDITIONALLY, ALL PARTIES AGREE TO COMPLY WITH ALL FEDERAL, STATE AND LOCAL LAWS AND ORDINANCES HERETO APPLICABLE. FORM APPROVLD LEGAL DEPT. Date -10- ORIGINAL RESOLUTION NO. 85-17974 (Approving and adopting a standard form of loan agreement to be used for the multi- unit rehabilitation program)